0001104659-07-039527 Sample Contracts

STOCKHOLDERS’ AGREEMENT

Stockholders’ Agreement • May 14th, 2007 • Barasch Richard A • Life insurance • New York

• Contract Type
  Stockholders’ Agreement
• Filed
  May 14th, 2007
• Company
  Barasch Richard A
• Industry
  Life insurance
• Jurisdiction
  New York

THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of [Closing Date], 200[7] among Universal American Financial Corp., a New York corporation (the “Company”), and the securityholders listed on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Stockholder” and, collectively, the “Stockholders”).

VOTING AGREEMENT

Voting Agreement • May 14th, 2007 • Barasch Richard A • Life insurance • New York

• Contract Type
  Voting Agreement
• Filed
  May 14th, 2007
• Company
  Barasch Richard A
• Industry
  Life insurance
• Jurisdiction
  New York

VOTING AGREEMENT, dated as of May 7, 2007 (this “Agreement”), among MHRx LLC, a Delaware limited liability company (“MHRx”), MemberHealth, Inc., an Ohio corporation and wholly owned subsidiary of MHRx (the “Company” and, together with MHRx, the “MH Parties”), and the shareholders of Universal American Financial Corp., a New York corporation (“Parent”), listed on Annex A hereto (each, a “Shareholder” and collectively, the “Shareholders”).